Magazine

Table: Business Reform: What's Real...

July 21, 2002

AN INDEPENDENT ACCOUNTING BOARD

A new overseer for accountants seems to be a given. But there will still be partisan tussles over how much clout it should have. For the moment, Democrats have the momentum in pushing for a tough board with full-time members and wide-ranging disciplinary powers. That may not include subpoena power because of concerns that a new set of quasi-cops would overlap the SEC's jurisdiction.

A MORE MUSCULAR SEC

President Bush has joined the congressional stampede to beef up the SEC's budget. An air-drop of cash-the President will seek $100 million, on top of the $487 million he had approved for next fiscal year-should help agency investigators accelerate accounting probes.

CEO/CFO CERTIFICATION

Top execs will be required to personally certify the accuracy of financial statements. Business is biting its lip and going along, but many CEOs fear a rash of lawsuits will result.

A VOTE ON STOCK OPTIONS

Congress, the stock exchanges, and the SEC all favor requiring shareholder approval of stock-option awards.

AUDITOR INDEPENDENCE

The President endorsed an SEC effort to bar accounting firms from most consulting for audit clients. But the rules would let board audit committees hire a company auditor for consulting work--a big loophole. Even the tougher Senate bill, which bans most nonaudit services, lets companies seek an SEC exemption to hire their auditor for consulting work. Dems are likely to muster the votes to require accountants to rotate lead auditors--not the entire firm--every five years and to ban them from auditing companies if they have employed the CEO or CFO.

MORE OUTSIDE DIRECTORS

Bush now insists--as reform groups have for years--that boards should have a majority of independent directors and that only independent directors serve on audit, compensation, and nominating committees. Reformers also agree that audit panels should have the power to hire and fire auditors and to sign off on any consulting contracts awarded to audit firms.

CURBS ON INSIDER SALES

Congress is likely to restrict sales of stock by company insiders. The SEC already has said it will require insiders to report stock sales within two days.